##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission File Number:
    000-49793
  ALTIRIS, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

87-0616516(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   588 West 400 South
 Lindon, Utah 84042
 (Address, including zip code, of
    Registrants principal executive offices)
  (801) 805-2400
 (Registrants telephone
    number, including area code)
   þ o
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    filer þ
    Non-accelerated
    filer
    o  Rule 12b-2 o þ




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##### 



PART I.
    FINANCIAL INFORMATIONItem 1.

Financial
    Statements

3Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations

19Item 3.

Quantitative and
    Qualitative Disclosure about Market Risk

28Item 4.

Controls and
    Procedures

29PART II.
    OTHER INFORMATIONItem 1.

Legal
    Proceedings

29Item 1A.

Risk Factors

30Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds

42Item 5.

Other
    Information

43Item 6.

Exhibits

44Signatures

48Exhibit IndexEXHIBIT 10.6IEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  ALTIRIS,
    INC. AND SUBSIDIARIES
  Condensed
    Consolidated Balance Sheets
  March 31,


December 31,2006


2005(Unaudited)(In thousands, exceptshare data)ASSETSCurrents assets:Cash and cash equivalents

$
129,644


$
110,838Available-for-sale
    securities


28,104



36,110Accounts receivable, net of
    allowances of $5,814 and $4,706, respectively


34,694



45,547Prepaid expenses and other current
    assets


3,771



3,383Deferred tax asset


6,764



5,861Total current assets


202,977



201,739Property and equipment, net


6,672



6,564Intangible assets, net


31,049



33,936Goodwill


68,068



68,068Available-for-sale
    securities, non-current


13,267



6,320Other assets


287



330Total assets

$
322,320


$
316,957LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capital lease
    obligations

$
1,450


$
1,518Accounts payable


3,205



2,406Accrued salaries and benefits


8,405



12,508Other accrued expenses


8,503



7,011Deferred revenue


52,694



57,270Total current liabilities


74,257



80,713Capital lease obligations, net of
    current portion


1,315



1,634Other accrued expenses, non-current


30



57Deferred tax liability, non-current


5,294



5,556Deferred revenue, non-current


5,742



4,857Total liabilities


86,638



92,817Commitments and contingencies
    (Note 5)Stockholders
    equity:Preferred stock, $0.0001 par
    value; 5,000,000 shares authorized; no shares issued and
    outstanding






Common stock, $0.0001 par
    value; 100,000,000 shares authorized; 28,368,719 and
    27,970,369 shares outstanding, respectively


3



3Additional paid-in capital


220,384



217,087Deferred compensation






(3,031
)Accumulated other comprehensive
    income


(577
)


(397
)Retained earnings


15,872



10,478Total stockholders equity


235,682



224,140Total liabilities and
    stockholders equity

$
322,320


$
316,957    3




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Condensed Consolidated Statements of Operations and
    Comprehensive Income
  Three Months EndedMarch 31,2006


2005(Unaudited)(In thousands, except share
    data)Revenue:Software

$
31,455


$
28,726Services


25,949



18,206Total revenue


57,404



46,932Cost of revenue:Software


147



152Amortization of acquired core
    technology


1,825



1,817Services (inclusive of stock-based
    compensation of $137,000 and $0, respectively)


9,127



5,964Total cost of revenue


11,099



7,933Gross profit


46,305



38,999Operating expenses:Sales and marketing (inclusive of
    stock-based compensation of $1,064,000 and $27,000, respectively)


21,192



17,593Research and development (inclusive
    of stock-based compensation of $1,000,000 and $6,000,
    respectively)


11,283



9,503General and administrative
    (inclusive of stock-based compensation of $723,000 and $21,000,
    respectively)


5,781



6,059Amortization of intangible assets


1,063



1,065Restructuring charges


42



Write-off of in-process research
    and development






1,600Total operating expenses


39,361



35,820Income from operations


6,944



3,179Other income
    (expense):Interest income, net


1,251



875Other income (expense), net


225



(826
)Other income, net


1,476



49Income before income taxes and
    cumulative effect of a change in accounting principle


8,420



3,228Provision for income taxes


(3,377
)


(1,170
)Income, before cumulative effect
    of a change in accounting principle

$
5,043


$
2,058Cumulative effect of a change in
    accounting principle (net of tax provision of $221 and $0,
    respectively)


351



Net income

$
5,394


$
2,058Basic net income per common
    shareBefore cumulative effect of an
    accounting change

$
0.18


$
0.08Cumulative effect of a change in
    accounting principle


0.01



Net income

$
0.19


$
0.08Diluted net income per common shareBefore cumulative effect of an
    accounting change

$
0.18


$
0.07Cumulative effect of a change in
    accounting principle


0.01



Net income

$
0.19


$
0.07Basic weighted average common
    shares outstanding


27,881



27,295Diluted weighted average common
    shares outstanding


28,275



28,303Other comprehensive income, net
    of tax effects:Net income

$
5,394


$
2,058Unrealized gain (loss) on
    available-for-sale
    securities


(165
)


(168
)Foreign currency translation
    adjustments


(15
)


(337
)Comprehensive income

$
5,214


$
1,553    4




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Condensed Consolidated Statements of Cash Flows
  Three Months EndedMarch 31,2006


2005(Unaudited)(In thousands, except share
    data)Cash flows from operating
    activities:Net income

$
5,394


$
2,058Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


3,809



3,708Stock-based compensation


2,924



54Cumulative effect of a change in
    accounting principle


(351
)


Provision for doubtful accounts and
    other allowances


2,255



870Write-off of in-process research
    and development






1,600Reduction of income taxes payable
    as a result of stock option exercises


846



3,333Reduction of income taxes payable
    due to release of valuation allowance


93



Deferred income taxes


(1,400
)


(2,771
)Excess tax benefits from
    stock-based payment arrangements


(549
)


Restructuring charges


42



Cash payments on restructuring
    charges


(113
)


Gain on sale of
    available-for-sale
    securities


(234
)


(14
)Loss on disposition of property and
    equipment


16



Changes in operating assets and
    liabilities, net of acquisitions:Accounts receivable


8,798



705Prepaid expenses and other current
    assets


(358
)


655Other assets


42



(7
)Accounts payable


790



823Accrued salaries and benefits


(4,125
)


(3,276
)Other accrued expenses


1,546



(437
)Deferred revenue


(3,712
)


1,670Net cash provided by operating
    activities


15,713



8,971Cash flows from investing
    activities:Purchase of property and equipment


(1,034
)


(751
)Proceeds from the sale of property
    and equipment


9



Purchase of
    available-for-sale
    securities


(27,679
)


(6,771
)Disposition of
    available-for-sale
    securities


28,758



13,622Cash paid in acquisitions, net of
    cash received






(69,661
)Net cash (used in) provided by
    investing activities


54



(63,561
)Cash flows from financing
    activities:Excess tax benefits from
    stock-based payment arrangements


549



Principal payments under capital
    lease obligations


(411
)


(285
)Net proceeds from the issuance of
    common shares


3,269



2,828Minimum tax withholding on
    restricted stock awards


(229
)


Net cash provided by financing
    activities


3,178



2,543Net increase (decrease) in cash and
    cash equivalents


18,945



(52,047
)Effect of foreign exchange rates on
    cash and cash equivalents


(139
)


86Cash and cash equivalents,
    beginning of period


110,838



122,988Cash and cash equivalents, end of
    period

$
129,644


$
71,027Supplemental disclosure of cash
    flow information:Cash paid for interest

$
44


$
165Cash paid for income taxes

$
722


$
493Supplemental disclosure of non-cash
    investing and financing activities:Equipment acquired under capital
    lease obligations

$
23


$
501Unrealized (loss) on
    available-for-sale
    securities

$
(165
)

$
(168
)Supplemental disclosure of
    acquisition activity:Fair value of assets acquired,
    excluding cash acquired

$



$
78,484Previously accrued purchase price
    for Tonic






5,116Liabilities assumed, net of
    payments made






(9,763
)Unpaid acquisition cost liability






(1,544
)Value of common shares issued






Deferred compensation






3,677Fair value of options issued






(6,309
)Cash paid for acquisition

$



$
69,661    5




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ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to Condensed Consolidated Financial Statements
 (Unaudited)
  (1)
    Organization
    and description of business    (2)
    Significant
    accounting policies  Basis
    of presentation
  Form 10-K
    Principles
    of consolidation
    Use of
    estimates
     6




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   Cash
    and cash equivalents
    Available-for-sale
    investment securities
  Available-for-sale
  available-for-sale Available-for-sale
  Available-for-sale
  Gross


Gross


FairUnrealized


Unrealized


MarketCost


Gains


Losses


ValueU.S. Government and Agency
    Securities

$
14,254


$
2


$
(43
)

$
14,213Corporate debt


27,228



1



(71
)


27,158Equities














Total
    available-for-sale
    securities

$
41,482


$
3


$
(114
)

$
41,371   Available-for-sale
  Gross


Gross


FairUnrealized


Unrealized


MarketCost


Gains


Losses


ValueU.S. Government and Agency
    Securities

$
27,489


$
3


$
(106
)

$
27,386Corporate debt


13,594



18



(35
)


13,577Equities


1,293



174







1,467Total
    available-for-sale
    securities

$
42,376


$
195


$
(141
)

$
42,430   Revenue
    recognition
  Software Revenue Recognition (SOP 97-02), SOP 98-09. SOP 97-02,
 7




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   percentage-of-completion progress-to-complete
    30-day
  Intangible
    assets
    Impairment
    of long-lived assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
 8




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
      Goodwill
  Goodwill and Other Intangible Assets
  Translation
    of foreign currencies
    Income
    taxes
    Accounting for Income Taxes
  Share-based
    compensation
  Share-Based Payment, Accounting for Stock-Based
    Compensation,
 9




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
  Accounting for Stock Issued to Employees
           10




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   Reclassifications
    (3)
    Net
    income per common share        Three MonthsEndedMarch 31,2006


2005(In thousands)Basic Weighted Average
    Shares Outstanding:


27,881



27,295Dilutive Effect of Stock Options


387



1,006Dilutive Effect of the Employee
    Stock Purchase Plan


7



2Diluted Weighted Average
    Shares Outstanding:


28,275



28,303   (4)
    Employee
    stock benefit plans  Employee
    Stock Purchase Plan
  2002
    Employee Stock Purchase Plan
  6-month
 11




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Company
    Stock Incentive Plans
  1998
    Stock Plan
    2002
    Stock Plan
   12




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    2005
    Stock Plan
    Plan
    Activity
    Three Months Ended
    March 31, 2006WeightedWeighted


Average


AggregateAverage


Remaining


IntrinsicExercise


Contractual


ValueOptions

Shares


Price


Term


($000)Outstanding at beginning of year


2,444,646


$
16.32Granted


402,572



17.55Exercised


(204,358
)


8.37Forfeited


(53,351
)


21.37Outstanding at end of year


2,589,509


$
17.04



7.6


$
17,171Options outstanding, expected to
    vest


2,394,356


$
16.77



7.5


$
16,456Exercisable at end of year


1,405,065


$
14.59



6.7


$
12,487      13




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
     Three MonthsEndedMarch 31, 2006WeightedRestricted


AverageStock


Grant DateNonvested Shares

Awards


Fair ValueUnvested at beginning of period


356,459


$
16.10Grants


284,902



17.55Vested


(83,838
)


19.23Canceled


(28,430
)


16.42Unvested at end of period


529,093


$
16.81     Valuation
    and Expense Information under
    SFAS No. 123R
    Three MonthsEndedMarch 31,2006Cost of
    revenue  services

$
137Share-based compensation expense
    included in cost of net revenue


137Research and development


1,000Sales and marketing


1,064General and administrative


723Share-based compensation expense
    included in operating expenses


2,787Total share-based compensation
    expense related to share-based equity awards


2,924Deferred tax benefit


1,173Total share-based compensation
    expense related to share-based equity awards, net of tax

$
1,751      14




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
         Three Months EndedMarch 31,2006


2005Stock option grants:Risk free interest rate


4.6
%


4.17
%Weighted average expected lives


6.0



4.0Volatility


65
%


131
%Dividend yield






ESPP:Risk free interest rate


4.7
%


2.7
%Weighted average expected lives


0.5



0.5Volatility


22
%


34
%Dividend yield






     Three Months EndedMarch 31,2006


2005Weighted-average grant date fair
    value of options granted

$
11.11


$
24.53Weighted-average fair value of
    employee stock purchase options

$
4.15


$
5.97    15




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
   Pro-forma
    Information under SFAS No. 123 for Periods Prior to
    January 1, 2006
    Three MonthsEndedMarch 31, 2005Net income, as reported

$
2,058Add: Share-based employee
    compensation expense included in reported net income


54Deduct: Share-based employee
    compensation expense determined under fair-value method for all
    awards, net of related tax effects


(2,560
)Pro forma net loss

$
(448
)Basic net income (loss) per common
    share:As reported

$
0.08Pro forma

$
(0.02
)Diluted net income (loss) per
    common share:As reported

$
0.07Pro forma

$
(0.02
)   (5)
    Commitments
    and contingencies  Warranties
    Indemnifications
  Accounting for Contingencies
  Legal
    matters
   16




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
    Concentration
    of credit risk and significant customers
  and/or
  Three Months EndedMarch 31,2006


2005Revenue:Hewlett-Packard


15
%


31
%Dell


24
%


18
%   March 31,


December 31,2006


2005Accounts receivable:Hewlett-Packard


12
%


12
%Dell


23
%


18
%   (6)
    Segment,
    geographic and customer information  Disclosures about Segments of an
    Enterprise and Related Information
   17




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##### Table of Contents



ALTIRIS,
    INC. AND SUBSIDIARIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
     Three MonthsEndedMarch 31,2006


2005Domestic operations:Domestic customers

$
39,609


$
28,348International customers


1,723



2,565Total


41,332



30,913International operations:Europe customers


13,777



13,949Other customers


2,295



2,070Total


16,072



16,019Consolidated revenue

$
57,404


$
46,932   (7)
    Restructuring
    charge          Restructuring liability at
    December 31, 2005

$
71Severance and related costs


26Lease cancellation and other costs


16Restructuring liability


113Cash payments


(113
)Restructuring liability at
    March 31, 2006

$
0  18




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##### Table of Contents



ITEM 2
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Cautionary
    Statement Regarding Forward-Looking Statements
  Form 10-Q
  
    operating expenses;
    business expansion;
    the impact of quarterly fluctuations of revenue and operating
    results;
    expansion of product offerings;
    the release of future versions of current products;
    the dependence of our products on Microsoft Windows market;
    our expectations concerning our relationships with
    Hewlett-Packard and Dell;
    levels of software license revenue;
    future acquisitions of or investments in complementary
    companies, products or technologies;
    our expectations concerning relationships with resellers,
    systems integrators and key customers;
    our ability to compete effectively in the market;
    levels of capital expenditures;
    fluctuations in interest rates;
    legal proceedings;
    changes in accounting standards;
    the trend of our costs and expenses;
    staffing and expense levels;
    international operations; and
    adequacy of our capital resources to fund operations and growth.  Form 10-Q
  Form 10-Q
 19




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##### Table of Contents



Form 10-Q.
  Form 10-K, Form 10-Q, Form 8-K Form 10-Q.
  Overview
    History
    and background
  e-commerce
  back-up
  Sources
    of revenue
   20




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##### Table of Contents



Revenue
    recognition
  SOP 97-2, SOP 98-9. SOP 97-2,
  License
    revenue
  percentage-of-completion progress-to-complete
  Services
    revenue
    Critical
    accounting policies
  Form 10-K
 21




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##### Table of Contents




    revenue recognition;
    allowances for doubtful accounts receivable and product returns;
    impairment of long-lived assets;
    valuation allowances against deferred income tax assets; and
    stock-based compensation.  SOP 97-2, SOP 97-2 SOP 97-2
  30-day
    Accounting for Income Taxes
   22




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##### Table of Contents



Predictability
    of Limited operating history
    period-to-period Form 10-Q.
 23




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##### Table of Contents



Results
    of Operations
    Three Months EndedMarch 31,2006


2005Revenues:Software


55
%


61
%Services


45



39Total revenue


100



100Cost of Revenue:Amortization of acquired
    intellectual property


3



4Services


16



13Total cost of revenue


19



17Gross Profit


81



83Operating Expenses:Sales and marketing


37



38Research and development


20



20General and administrative


10



13Amortization of intangibles


2



2Restructuring charges






Write-off of in-process research
    and development






3Total operating expenses


69



76Income from operations


12



7Other income, net


3



Provision for income taxes


(6
)


(2
)Cumulative effect of a change in
    accounting principle, net of tax






Net income


9
%


5
%   Revenue
    Software.
 24




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##### Table of Contents



Services.
  Cost
    of revenue
  Software.
  Services.
  Operating
    expenses
  Sales and marketing.
  Research and development.
 25




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##### Table of Contents



General and administrative.
  Share-based compensation.
  Amortization of intangible
    assets.
  Write-off of in-process research and
    development.
  Other income (expense), net.
  Provision for income taxes.
  Cumulative effect of a change in accounting
    principle.
  Liquidity
    and Capital Resources
   26




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##### Table of Contents



available-for-sale available-for-sale available-for-sale available-for-sale
     27




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##### Table of Contents



Contractual
    Obligations and Commitments
    Payments Due by PeriodLess than


1-3


AfterTotal


1 Year


Years


3 YearsContractual Obligations:Capital leases

$
2,922


$
1,551


$
1,371


$
Operating leases


4,581



3,370



1,211



Total contractual obligations

$
7,503


$
4,921


$
2,582


$
     Recently
    Issued Accounting Pronouncements
  FAS 115-1/124-1, The Meaning of
    Other-Than-Temporary
    Impairment and Its Application to Certain Investments other-than-temporary other-than-temporary Accounting for Certain Investments in Debt and
    Equity Securities Accounting for
    Certain Investments Held by
    Not-for-Profit
    Organizations The Equity Method of
    Accounting for Investments in Common Stock.
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    available-for-sale
 28




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##### Table of Contents



ITEM 4.
    CONTROLS
    AND PROCEDURES  Rule 13a-14(c)
  Evaluation of Disclosure Controls and
    Procedures.
  Changes in Internal Control over Financial
    Reporting.
   PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS   29




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  Factors
    That Could Affect Future Results
  Set forth below and elsewhere in this Quarterly Report on
    Form 10-Q,
    and in other documents we file with the SEC, are risks and
    uncertainties that could cause actual results to differ
    materially from the results contemplated by the forward-looking
    statements contained in this Quarterly Report on
    Form 10-Q.
    Because of the following factors, as well as other variables
    affecting our operating results, past financial performance
    should not be considered a reliable indicator of future
    performance and investors should not use historical trends to
    anticipate results or trends in future periods.
  Our
    quarterly operating results are difficult to predict, and if we
    do not meet quarterly financial expectations of securities
    analysts or investors, our stock price would likely
    decline.
  quarter-to-quarter
  
    changes in demand for our products;
    the size, timing and contractual terms of orders for our
    products;
    any downturn in our customers and potential
    customers businesses, the domestic economy or
    international economies where our customers and potential
    customers do business;
    the timing of product releases or upgrades by us or by our
    competitors;
    the timing of revenue recognition for sales of software licenses
    and services;
    any significant change in the competitive dynamics of our
    markets, including strategic alliances and consolidation among
    our competitors or our strategic partners;
    changes in the mix of revenue attributable to higher-margin
    software products as opposed to substantially lower-margin
    services;
    the amount and timing of operating expenses and capital
    expenditures relating to the expansion of our business and
    operations;
    changes in customers or partners businesses
    resulting from disruptions in the geopolitical environment
    including military conflict or acts of terrorism in the United
    States or elsewhere; and
    costs associated with legal proceedings, including legal fees
    and any adverse judgments or settlements.       30




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##### Table of Contents



If
    Microsoft significantly increases its market share in the
    systems management software market, the demand for our products
    and our ability to increase our market penetration would likely
    be adversely affected.
    If the
    Microsoft technologies upon which our products are dependent
    become incompatible with our products or lose market share, the
    demand for our Microsoft-based products would
    suffer.
        If we
    do not execute on our relationship with Dell or if Dell
    increases its marketing of our competitors systems
    management software products, our ability to market and sell our
    products through Dell will be limited and a substantial revenue
    source will be impaired or eliminated.
   31




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##### Table of Contents



Any
    deterioration of our relationships with HP could adversely
    affect our ability to market and sell our products and impair or
    eliminate a substantial revenue source.
          We
    face strong competitors that have greater market share than we
    do and pre-existing relationships with our potential customers,
    and if we are unable to compete effectively, we might not be
    able to achieve sufficient market penetration to sustain
    profitability.
     32




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##### Table of Contents



We
    have made and expect to continue to make acquisitions that could
    disrupt our operations and harm our operating
    results.
    
    potential adverse effects on our operating results from
    increases in intellectual property amortization, acquired
    in-process technology, stock compensation expense, increased
    compensation expense resulting from newly hired employees, and
    other expenses associated with integrating new technologies,
    personnel and business operations;
    failure to integrate acquired products and technologies with our
    existing products and technologies;
    failure to integrate product delivery, order fulfillment and
    other operational processes of the acquired company with our
    existing processes;
    failure to integrate management information systems, personnel,
    research and development and marketing, sales and support
    operations;
    potential loss of key employees from the acquired company;
    diversion of managements attention from other business
    concerns;
    disruption of our ongoing business;
    incurring significant expenses in evaluating the adequacy of and
    integrating the acquired companys internal financial
    controls;
    potential loss of the acquired companys customers;
    failure to realize the potential financial or strategic benefits
    of the acquisition;
    failure to successfully further develop the acquired
    companys technology, resulting in the impairment of
    amounts capitalized as intangible assets;
    diminishing the value of the Altiris brand or reputation if an
    acquisition is not successful; and
    unanticipated costs and liabilities, including significant
    liabilities that may be hidden or not reflected in the final
    acquisition price.    
    issue common stock that would dilute our current
    stockholders percentage ownership;
    assume liabilities;
    record goodwill and
    non-amortizable
    intangible assets that would be subject to impairment testing on
    a regular basis and potential periodic impairment charges; 33




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##### Table of Contents




    incur amortization expenses related to certain intangible assets;
    incur large and immediate write-offs, and restructuring and
    other related expenses; or
    become subject to litigation.    If we
    do not expand our indirect distribution channels, we will have
    to rely more heavily on our direct sales force to develop our
    business, which could limit our ability to increase revenue and
    grow our business.
     34




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##### Table of Contents



If we
    fail to enhance our ability to manage effectively the
    significant growth in our business, then our infrastructure,
    management and resources will continue to be strained such that
    we may not be able to develop and manage our business and
    operations effectively.
      If our
    existing customers do not purchase additional licenses or renew
    annual upgrade protection, our sources of revenue might be
    limited to new customers and our ability to grow our business
    might be impaired.
      If we
    experience delays in developing our products, our ability to
    deliver product releases in a timely manner and meet customer
    expectations will be impaired.
   35




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##### Table of Contents



If our
    plan of organizational restructuring does not ultimately result
    in decreased costs and expenses at the level that we anticipate,
    we may not be able to align our expenses with our anticipated
    revenues and our strategy, and our profitability could be
    negatively impacted.
    If the
    market for service-oriented management software does not
    continue to develop as we anticipate, the demand for our
    products might be adversely affected.
    Our
    business and operating results may be adversely affected by
    unfavorable economic and market conditions and the uncertain
    geopolitical environment.
     36




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##### Table of Contents



Our
    product sales cycles for large enterprise-wide sales often last
    in excess of three months and are unpredictable and our product
    sales cycles for sales to large businesses are typically longer
    than the sales cycles to small businesses, both of which make it
    difficult to forecast our revenues and results of operations for
    any given period.
    
    customers budgetary constraints, internal acceptance
    requirements and procurement procedures;
    concerns about the introduction or announcement of our
    competitors new products;
    announcements by Microsoft relating to Windows; and
    potential downturns in the IT market and in economic conditions
    generally.  Our
    industry changes rapidly due to evolving technological standards
    and IT management models, and our future success will depend on
    our ability to continue to meet the sophisticated and changing
    needs of our customers.
      Errors
    in our products and product liability claims asserted against us
    could adversely affect our reputation and business and result in
    unexpected expenses and loss of market share.
   37




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##### Table of Contents



We
    rely on our intellectual property rights, and our inability to
    protect these rights could impair our competitive advantage,
    divert management attention, require additional development time
    and resources or cause us to incur substantial expense to
    enforce our rights, which could harm our ability to compete and
    generate revenue.
      If
    third parties assert that our products or technologies infringe
    their intellectual property rights, our reputation and ability
    to license or sell our products could be harmed. In addition,
    these types of claims could be costly to defend and result in
    our loss of significant intellectual property
    rights.
   38




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##### Table of Contents



If we
    are unable to retain key personnel, our ability to manage our
    business effectively and continue our growth could be negatively
    impacted.
    If we
    cannot continually attract and retain sufficient and qualified
    management, technical and other personnel, our ability to manage
    our business successfully and commercially introduce products
    could be negatively affected.
    We are
    subject to risks inherent in doing business internationally that
    could impair our ability to expand into foreign
    markets.
    
    our ability to adapt and conform to accepted local business
    practices and customs;
    delays in translating and localizing products and documentation;
    limitations on future growth or inability to maintain current
    levels of revenue from international operations if we do not
    invest sufficiently in our international operations;
    longer payment cycles;
    seasonal reductions in business activity in certain foreign
    countries, such as the summer months in Europe;
    increases in tariffs, duties, price controls or other
    restrictions on foreign currencies or trade barriers imposed by
    foreign countries;
    limited or unfavorable intellectual property protection in
    certain foreign countries;
    laws that increase the costs and other risks of doing business
    in certain foreign countries;
    fluctuations in currency exchange rates;
    increased administrative expenses; 39




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##### Table of Contents




    the possible lack of financial and political stability in
    foreign countries that prevent overseas sales and growth;
    restrictions against repatriation of earnings from our
    international operations;
    potential adverse tax consequences; and
    difficulties in staffing and managing international operations,
    including the difficulty in managing a geographically dispersed
    workforce in compliance with diverse local laws and customs.    Fluctuations
    in the value of foreign currencies could result in currency
    transaction losses.
    Future
    changes in accounting standards, particularly changes affecting
    revenue recognition and accounting for stock options, and other
    new regulations could cause unexpected revenue or earnings
    fluctuations.
      Compliance
    with new rules and regulations concerning corporate governance
    may be costly, which could harm our business.
   40




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##### Table of Contents



If we
    fail to implement and maintain adequate internal systems and
    effective internal control over financial reporting, our ability
    to manage our business and provide reliable financial reporting
    could be impaired and our management and auditors may be
    precluded from certifying effective internal control over
    financial reporting, which could harm our business reputation
    and cause our stock price to decline.
        The
    market price for our common stock may be particularly volatile,
    and our stockholders may be unable to resell their shares at a
    profit.
      
    changes in market valuations or earnings of our competitors or
    other technology companies; 41




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##### Table of Contents




    actual or anticipated fluctuations in our operating results;
    changes in financial estimates or investment recommendations by
    securities analysts who follow our business;
    technological advances or introduction of new products by us or
    our competitors;
    the loss of key personnel;
    our sale of common stock or other securities in the future;
    public announcements regarding material developments in our
    business, including acquisitions or other strategic transactions;
    public announcements regarding material transactions or other
    developments involving our strategic partners, customers or
    competitors that are perceived by the market to affect our
    business prospects;
    intellectual property or litigation developments;
    changes in business or regulatory conditions;
    trading of our common stock by our directors and officers;
    the trading volume of our common stock generally; and
    disruptions in the geopolitical environment, including war in
    the Middle East or elsewhere or acts of terrorism in the United
    States or elsewhere.  We
    have implemented anti-takeover provisions that could make it
    more difficult to acquire us.
    
    authorizing only the Chairman of the board of directors, the
    Chief Executive Officer or the President of Altiris to call
    special meetings of stockholders;
    establishing advance notice procedures with respect to
    stockholder proposals and the nomination of candidates for
    election of directors, other than nominations made by or at the
    direction of the board of directors or a committee of the board
    of directors;
    prohibiting stockholders action by written consent;
    classifying our board of directors into three classes so that
    the directors in each class will serve staggered three-year
    terms;
    eliminating cumulative voting in the election of
    directors; and
    authorizing the issuance of shares of undesignated preferred
    stock without a vote of stockholders.  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Form S-1 No. 333-83352),
 42




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##### Table of Contents



Form S-3 No. 333-107408),
    Total Numberof Shares


MaximumPurchased as


Number of SharesPart of Publicly


that May Yet BeTotal Number





Announced


Purchased Underof Shares


Average Price


Plans or


the Plans orPeriod

Purchased(1)


Paid per Share


Programs


ProgramsJanuary 1, 2006 through
    January 31, 2006


1,297


$
18.01







February 1, 2006 through February
    28, 2006


39,420



5.38







March 1, 2006 through March 31,
    2006














Total


40,717


$
5.78







     (1)
    
    During the three months ended March 31, 2006, we
    repurchased 28,430 shares of our common stock at $0.0001
    per share (the original purchase price) through the exercise of
    our repurchase option in our restricted stock purchase
    agreements with certain former employees. These restricted stock
    purchase agreements were entered into in connection with the
    award of stock purchase rights granted to such employees in
    accordance with our 2002 Stock Plan, and we exercised our
    repurchase option as a result of the termination of their
    employment prior to the vesting of such rights. During the three
    months ended March 31, 2006, we repurchased 12,287 shares
    of our common stock from current employees, at the then-current
    fair market value for each respective purchase, in order to
    satisfy our federal and local tax withholding obligations
    arising from the lapse of our repurchase right for such shares
    in accordance with our 2002 Stock Plan and the applicable
    restricted stock purchase agreement.  ITEM 5.
    OTHER
    INFORMATION  Rule 10b5-1 Rule 10b5-1
 43




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##### Table of Contents



ITEM 6.
    EXHIBITS  ExhibitNumber

Description of
    Document2
.1(KG)

Agreement and Plan of Merger,
    dated December 1, 2003, by and among the Registrant, Sage
    Acquisition Corporation, Wise Solutions, the shareholders of
    Wise Solutions and the shareholders representative.2
.2(R)

Agreement and Plan of Merger,
    dated March 23, 2005, by and among the Registrant, Augusta
    Acquisition Corporation, Pedestal Software Inc. and the
    stockholder representative.3
.1(A)

Amended and Restated Certificate
    of Incorporation of the Registrant currently in effect.3
.2(Y)

Amended and Restated Bylaws of the
    Registrant currently in effect.4
.1(B)

Specimen Common Stock Certificate.4
.2(B)

First Amended and Restated
    Investors Rights Agreement, dated as of May 2, 2002,
    between Registrant and the Investors (as defined therein).10
.1(B)

Form of Indemnification Agreement
    between the Registrant and each of its directors and officers.10
.2A(B)

1998 Stock Option Plan.10
.2B(B)

Form of Option Agreement under the
    1998 Stock Option Plan.10
.3A(C)

2002 Stock Plan, as amended.10
.3B(B)

Form of Option Agreement under the
    2002 Stock Plan.10
.3C(V)

Form of Restricted Stock Purchase
    Agreement under the 2002 Stock Plan.10
.4A(N)

2002 Employee Stock Purchase Plan,
    as amended.10
.4B(B)

Form of Subscription Agreement
    under the 2002 Employee Stock Purchase Plan.10
.5A(B)

License and Distribution
    Agreement, dated August 21, 2001, by and between the
    Registrant and Compaq Computer Corporation.10
.5A1(DE)

Amendment No. 1 to Compaq
    Development Items License Agreement between the Registrant
    and Compaq Computer Corporation, dated April 25, 2002.10
.5A2(GL)

Amendment No. 2 to License
    and Distribution Agreement between the Registrant and
    Hewlett-Packard Company, dated September 12, 2003.10
.5A3(F)

Amendment No. 3 to License
    and Distribution Agreement between the Registrant and
    Hewlett-Packard Company, dated December 21, 2005.10
.5B(B)

License and Distribution
    Agreement, dated November 12, 1999, by and between the
    Registrant and Compaq Computer Corporation.10
.5C(BGH)

Amendment No. 1 to License
    and Distribution Agreement, dated November 12, 1999, by and
    between the Registrant and Compaq Computer Corporation, dated
    April 20, 2000.10
.5D(BGH)

Amendment No. 1 to License
    and Distribution Agreement, dated November 12, 1999, by and
    between the Registrant and Compaq Computer Corporation, dated
    August 11, 2000.10
.5E(B)

Amendment No. 2 to License
    and Distribution Agreement, dated November 12, 1999, and to
    Amendment No. 1, dated April 20, 2000, each by and
    between the Registrant and Compaq Computer Corporation, dated
    October 31, 2001.10
.5F(BG)

Amendment No. 3 to License
    and Distribution Agreement, dated November 12, 1999, and to
    Amendments No. 1 and No. 2, between the Registrant and
    Compaq Computer Corporation, dated December 1, 2001.10
.5G(I)

Amendment No. 4 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    April 30, 2003.10
.5H(IG)

Amendment No. 5 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    April 30, 2003.10
.5I(OG)

Amendment No. 6 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    January 1, 2004. 44




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##### Table of Contents



ExhibitNumber

Description of
    Document10
.5J(FP)

Amendment No. 7 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    April 26, 2004.10
.5K(FP)

Amendment No. 8 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    May 26, 2004.10
.5L(FP)

Amendment No. 9 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    June 30, 2004.10
.5M(FT)

Amendment No. 10 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    October 15, 2004.10
.6(B)

Lease Agreement, dated
    December 31, 2001, between Canopy Properties, Inc. and
    Altiris, Inc.10
.6A(D)

First Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated September 12, 2002.10
.6B(D)

Second Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated March 31, 2003.10
.6C(D)

Third Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated May 20, 2003.10
.6D(M)

Fourth Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated November 1, 2003.10
.6E(O)

Fifth Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated January 23, 2004.10
.6F(P)

Sixth Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated May 5, 2004.10
.6G(P)

Letter from Canopy Properties,
    Inc. to the Registrant regarding the Lease Agreement, dated
    December 31, 2001, between the Registrant and Canopy
    Properties, Inc., dated May 21, 2004.10
.6H(V)

Seventh Amendment to Lease
    Agreement, dated December 3, 2001, between Registrant and
    Canopy Properties, Inc., dated January 14, 2005.10
.6I

Eighth Amendment to Lease
    Agreement, dated December 3, 2001, between Registrant and
    Canopy Properties, Inc., dated December 14, 2006.10
.7(GJ)

Software License Agreement, dated
    April 26, 2002, by and between Dell Products, L.P. and
    Altiris, Inc.10
.7A(GM)

Amendment One to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated June 18, 2003.10
.7B(GO)

Amendment Two to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated February 28, 2004.10
.7C(FP)

Amendment Three to Software
    License Agreement, dated April 26, 2002, by and between
    Dell Products, L.P. and the Registrant, dated May 25, 2004.10
.7D(FQ)

Amendment Four to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated July 14, 2004.10
.7E(FP)

Amendment Five to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated June 9, 2004.10
.7F(F)(X)

Amendment Number Six to Software
    Licensing Agreement, dated April 26, 2002, by and between
    Dell Products, L.P. and the Registrant, dated August 1,
    2005.10
.8(S)

2005 Stock Plan.10
.9(W)

Senior Management Severance Plan.31
.1

Certification of President and
    Chief Executive Officer Pursuant to Exchange Act
    Rule 13a-14(a).31
.2

Certification of Chief Financial
    Officer Pursuant to Exchange Act
    Rule 13a-14(a). 45




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##### Table of Contents



ExhibitNumber

Description of
    Document32
.1

Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     (A)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Form 8A/A (File
    No. 000-49793)
    on July 24, 2002.(B)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Registration Statement on
    Form S-1
    (File
    No. 333-83352),
    which the Commission declared effective on May 22, 2002.(C)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on November 13, 2003.(D)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on July 31, 2003.(E)
    
    Although Exhibit 10.5A1 is titled Amendment
    No. 1 to Compaq Development Items License
    Agreement, this agreement amends the License and
    Distribution Agreement, dated August 21, 2001, by and
    between the Registrant and Compaq Computer Corporation.(F)
    
    The registrant has requested confidential treatment from the
    Commission with respect to certain portions of this exhibit.
    This exhibit omits the information subject to this
    confidentiality request. The omitted information has been filed
    separately with the Commission.(G)
    
    The registrant obtained confidential treatment from the
    Commission with respect to certain portions of this exhibit.
    Omissions are designated as [*] within the exhibit as filed with
    the Commission. A complete copy of this exhibit has been filed
    separately with the Commission.(H)
    
    Although Exhibit 10.5C and Exhibit 10.5D are each
    titled Amendment No. 1 to License and Distribution
    Agreement, they are separate exhibits.(I)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Registration Statement on
    Form S-3
    (File
    No. 333-107408)
    on July 28, 2003.(J)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on March 28, 2003.(K)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on December 16, 2003.(L)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on November 13, 2003.(M)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on March 15, 2004.(N)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on April 29, 2004.(O)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on May 10, 2004.(P)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on August 9, 2004.(Q)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on November 9, 2004.(R)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on March 29, 2005.(S)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Registration Statement on
    Form S-8
    (File
    No. 333-123748)
    on April 1, 2005.(T)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on March 16, 2005. 46




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##### Table of Contents



(U)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K/A
    (File
    No. 000-49793)
    on April 29, 2005.(V)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on August 11, 2005.(W)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on October 26, 2005.(X)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    NO. 000-49793)
    on November 9, 2005.(Y)
    
    Incorporated by reference to the exhibit of the same number
    filed with the Registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on April 28, 2006. 47




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##### Table of Contents



SIGNATURES    ALTIRIS, INC.
  STEPHEN C.
    ERICKSON
   Stephen C. Erickson
  Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer)
   48




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of
    Document2
.1(KG)

Agreement and Plan of Merger,
    dated December 1, 2003, by and among the Registrant, Sage
    Acquisition Corporation, Wise Solutions, the shareholders of
    Wise Solutions and the shareholders representative.2
.2(R)

Agreement and Plan of Merger,
    dated March 23, 2005, by and among the Registrant, Augusta
    Acquisition Corporation, Pedestal Software Inc. and the
    stockholder representative.3
.1(A)

Amended and Restated Certificate
    of Incorporation of the Registrant currently in effect.3
.2(Y)

Amended and Restated Bylaws of the
    Registrant currently in effect.4
.1(B)

Specimen Common Stock Certificate.4
.2(B)

First Amended and Restated
    Investors Rights Agreement, dated as of May 2, 2002,
    between Registrant and the Investors (as defined therein).10
.1(B)

Form of Indemnification Agreement
    between the Registrant and each of its directors and officers.10
.2A(B)

1998 Stock Option Plan.10
.2B(B)

Form of Option Agreement under the
    1998 Stock Option Plan.10
.3A(C)

2002 Stock Plan, as amended.10
.3B(B)

Form of Option Agreement under the
    2002 Stock Plan.10
.3C(V)

Form of Restricted Stock Purchase
    Agreement under the 2002 Stock Plan.10
.4A(N)

2002 Employee Stock Purchase Plan,
    as amended.10
.4B(B)

Form of Subscription Agreement
    under the 2002 Employee Stock Purchase Plan.10
.5A(B)

License and Distribution
    Agreement, dated August 21, 2001, by and between the
    Registrant and Compaq Computer Corporation.10
.5A1(DE)

Amendment No. 1 to Compaq
    Development Items License Agreement between the Registrant
    and Compaq Computer Corporation, dated April 25, 2002.10
.5A2(GL)

Amendment No. 2 to License
    and Distribution Agreement between the Registrant and
    Hewlett-Packard Company, dated September 12, 2003.10
.5A3(F)

Amendment No. 3 to License
    and Distribution Agreement between the Registrant and
    Hewlett-Packard Company, dated December 21, 2005.10
.5B(B)

License and Distribution
    Agreement, dated November 12, 1999, by and between the
    Registrant and Compaq Computer Corporation.10
.5C(BGH)

Amendment No. 1 to License
    and Distribution Agreement, dated November 12, 1999, by and
    between the Registrant and Compaq Computer Corporation, dated
    April 20, 2000.10
.5D(BGH)

Amendment No. 1 to License
    and Distribution Agreement, dated November 12, 1999, by and
    between the Registrant and Compaq Computer Corporation, dated
    August 11, 2000.10
.5E(B)

Amendment No. 2 to License
    and Distribution Agreement, dated November 12, 1999, and to
    Amendment No. 1, dated April 20, 2000, each by and
    between the Registrant and Compaq Computer Corporation, dated
    October 31, 2001.10
.5F(BG)

Amendment No. 3 to License
    and Distribution Agreement, dated November 12, 1999, and to
    Amendments No. 1 and No. 2, between the Registrant and
    Compaq Computer Corporation, dated December 1, 2001.10
.5G(I)

Amendment No. 4 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    April 30, 2003.10
.5H(IG)

Amendment No. 5 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    April 30, 2003.10
.5I(OG)

Amendment No. 6 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    January 1, 2004.10
.5J(FP)

Amendment No. 7 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    April 26, 2004.




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##### Table of Contents



ExhibitNumber

Description of
    Document10
.5K(FP)

Amendment No. 8 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    May 26, 2004.10
.5L(FP)

Amendment No. 9 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    June 30, 2004.10
.5M(FT)

Amendment No. 10 to License
    and Distribution Agreement, dated November 12, 1999,
    between the Registrant and Hewlett-Packard Company, dated
    October 15, 2004.10
.6(B)

Lease Agreement, dated
    December 31, 2001, between Canopy Properties, Inc. and
    Altiris, Inc.10
.6A(D)

First Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated September 12, 2002.10
.6B(D)

Second Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated March 31, 2003.10
.6C(D)

Third Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated May 20, 2003.10
.6D(M)

Fourth Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated November 1, 2003.10
.6E(O)

Fifth Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated January 23, 2004.10
.6F(P)

Sixth Amendment to Lease
    Agreement, dated December 31, 2001, between the Registrant
    and Canopy Properties, Inc., dated May 5, 2004.10
.6G(P)

Letter from Canopy Properties,
    Inc. to the Registrant regarding the Lease Agreement, dated
    December 31, 2001, between the Registrant and Canopy
    Properties, Inc., dated May 21, 2004.10
.6H(V)

Seventh Amendment to Lease
    Agreement, dated December 3, 2001, between Registrant and
    Canopy Properties, Inc., dated January 14, 2005.10
.6I

Eighth Amendment to Lease
    Agreement, dated December 3, 2001, between Registrant and
    Canopy Properties, Inc., dated December 14, 2006.10
.7(GJ)

Software License Agreement, dated
    April 26, 2002, by and between Dell Products, L.P. and
    Altiris, Inc.10
.7A(GM)

Amendment One to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated June 18, 2003.10
.7B(GO)

Amendment Two to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated February 28, 2004.10
.7C(FP)

Amendment Three to Software
    License Agreement, dated April 26, 2002, by and between
    Dell Products, L.P. and the Registrant, dated May 25, 2004.10
.7D(FQ)

Amendment Four to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated July 14, 2004.10
.7E(FP)

Amendment Five to Software License
    Agreement, dated April 26, 2002, by and between Dell
    Products, L.P. and the Registrant, dated June 9, 2004.10
.7F(F)(X)

Amendment Number Six to Software
    Licensing Agreement, dated April 26, 2002, by and between
    Dell Products, L.P. and the Registrant, dated August 1,
    2005.10
.8(S)

2005 Stock Plan.10
.9(W)

Senior Management Severance Plan.31
.1

Certification of President and
    Chief Executive Officer Pursuant to Exchange Act
    Rule 13a-14(a).31
.2

Certification of Chief Financial
    Officer Pursuant to Exchange Act
    Rule 13a-14(a).32
.1

Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     (A)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Form 8A/A
    (File No. 000-49793)
    on July 24, 2002.




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##### Table of Contents



(B)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Registration Statement on
    Form S-1
    (File
    No. 333-83352),
    which the Commission declared effective on May 22, 2002.(C)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on November 13, 2003.(D)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on July 31, 2003.(E)
    
    Although Exhibit 10.5A1 is titled Amendment
    No. 1 to Compaq Development Items License
    Agreement, this agreement amends the License and
    Distribution Agreement, dated August 21, 2001, by and
    between the Registrant and Compaq Computer Corporation.(F)
    
    The registrant has requested confidential treatment from the
    Commission with respect to certain portions of this exhibit.
    This exhibit omits the information subject to this
    confidentiality request. The omitted information has been filed
    separately with the Commission.(G)
    
    The registrant obtained confidential treatment from the
    Commission with respect to certain portions of this exhibit.
    Omissions are designated as [*] within the exhibit as filed with
    the Commission. A complete copy of this exhibit has been filed
    separately with the Commission.(H)
    
    Although Exhibit 10.5C and Exhibit 10.5D are each
    titled Amendment No. 1 to License and Distribution
    Agreement, they are separate exhibit.(I)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Registration Statement on
    Form S-3
    (File
    No. 333-107408)
    on July 28, 2003.(J)
    
    Incorporated by reference to exhibits of the same number filed
    with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on March 28, 2003.(K)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on December 16, 2003.(L)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on November 13, 2003.(M)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on March 15, 2004.(N)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on April 29, 2004.(O)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on May 10, 2004.(P)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on August 9, 2004.(Q)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on November 9, 2004.(R)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on March 29, 2005.(S)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Registration Statement on
    Form S-8
    (File
    No. 333-123748)
    on April 1, 2005.(T)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K
    (File
    No. 000-49793)
    on March 16, 2005.(U)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Annual Report on
    Form 10-K/
    A (File
    No. 000-49793)
    on April 29, 2005.(V)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    No. 000-49793)
    on August 11, 2005.




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##### Table of Contents



(W)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on October 26, 2005.(X)
    
    Incorporated by reference to the exhibit of the same number
    filed with the registrants Quarterly Report on
    Form 10-Q
    (File
    NO. 000-49793)
    on November 9, 2005.(Y)
    
    Incorporated by reference to the exhibit of the same number
    filed with the Registrants Current Report on
    Form 8-K
    (File
    No. 000-49793)
    on April 28, 2006.